Deadline: ProSiebenSat.1 Backs MFE Takeover Attempt After Improved Bid

Story from Deadline:

In a slightly unexpected turn of events, Germany’s ProSiebenSat.1 Media is now hot on MediaForEurope (MFE)’s takeover bid.

Both the executive and supervisory boards of the Unterföhring-based business have recommended shareholders accept MFE’s latest voluntary public takeover offer, which valued ProSieben shares at about €8.15 ($9.43) in total. The offer valued ProSieben at around €2B.

The future of the ProSieben has been the subject of speculation for months now, with leading shareholders MFE and PPF IM tabling separate bids to increase their stakes. ProSieben had roundly rejected MFE’s first bid but an improved bid from the business owned by the Berlusconi family was tabled in July at a significant premium.

ProSieben noted that PPF’s “best and final” offer was approximately 15% lower than the MFE deal, based on share prices on Monday (August 4).

“The executive board and the supervisory board welcome the increase of the initial MFE offer consideration, which underscores MFE’s long-term investment and continued commitment to ProSiebenSat.1,” said ProSieben said in a statement.

“Both boards consider MFE’s amended offer to be adequate as of the date of the joint supplementary reasoned statement and recommend that the ProSiebenSat.1 shareholders accept MFE’s amended offer.”

The statement noted that Morgan Stanley had provided assessment to the exec board and Goldman Sachs the same to the supervisory board.

The exec board said its recommendation was contingent on the combined ProSieben-MFE business finding €150M in annual cost synergies within five years of the deal closing.

The deadline to accept MFE’s offer expires on August 13 at 6pm ET.

MFE, which owns Mediaset in Italy and Spain, is already a key shareholder in ProSieben, which has faced the challenges of digitizing a traditional media business over recent years. Both companies are under enormous pressure from digital rivals and shrinking TV advertising markets, and the Berlusconi family believes a scaled European player is better placed to compete with giants from the U.S. and China.

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